exv10w2






Exhibit 10.2




MYLAN

EXECUTIVE INCOME DEFERRAL PLAN




(Effective January 1, 2010)




ARTICLE I

INTRODUCTION




     1.01 Name. The name of this Plan is the Mylan Executive Income Deferral Plan (the
“Plan”).



     1.02 Effective Date. The effective date of this Plan is January 1, 2010.



     1.03 Purpose. This Plan is established and maintained by Mylan for the purposes of
providing deferred compensation and retention incentives to a select group of management or highly
compensated employees. This document sets forth the terms of the Plan and (i) specifies the group
of Employees of the Company and any of its subsidiaries and affiliates who are eligible to
participate in the Plan, (ii) sets forth the procedures for electing to defer compensation under
the Plan, and (iii) establishes the Plan’s provisions for maintaining and paying out amounts that
have been deferred. Mylan intends that the Plan shall at all times be maintained on an unfunded
basis for federal income tax purposes under the Code and administered as a non-qualified “top-hat”
plan exempt from the substantive requirements of ERISA. Mylan also intends that the Plan be
operated and maintained in accordance with the requirements of Section 409A of the Code and the
regulations and guidance thereunder.



ARTICLE II

DEFINITIONS




     When used in this Plan, the following underlined terms shall have the meanings set forth below
unless a different meaning is plainly required by the context:



     2.01 Account: The unfunded account maintained for a Participant by the Administrator
to determine, from time to time, the Participant’s interest under this Plan.



     2.02 Administrator: The Compensation Committee of the Board of Directors of the
Company (the “Committee”), and any successor thereto, provided the Committee may delegate such of
its powers and authority under the Plan as it deems appropriate to a subcommittee or to designated
officers or employees of the Company, in which event all references in the Plan to the
Administrator shall be deemed to refer to the delegate(s).



     2.03 Base Compensation: An Eligible Employee’s adjusted annual base salary, to the
extent paid in U.S. dollars from the Company’s U.S. payroll.



     2.04 Beneficiary: The person or persons properly designated by a Participant, as
determined by the Administrator, to receive the amounts the Participant’s Account in the event of
the Participant’s death (or, in the absence of any designation or the death of a Beneficiary,



 









 







such person or entity who, by operation of law, succeeds to the rights and obligations of the
Participant upon his or her death).



     2.05 Bonus Compensation: An Eligible Employee’s adjusted annual cash incentive award
earned under the Company’s annual incentive or performance plan, to the extent paid in U.S. dollars
from the Company’s U.S. payroll.



     2.06 Change in Control: Change in Control shall have the meaning ascribed to such
term in the Mylan Inc. Amended and Restated 2003 Long-Term Incentive Plan as in effect at the time
the deferral election is made or the Employee Deferral Award is granted, as applicable; provided,
that a Change in Control shall be deemed to have occurred under this Plan only if a change in the
ownership or effective control of the Company or a change in the ownership of a substantial portion
of the assets of the Company shall also be deemed to have occurred under Section 409A.



     2.07 Code: The Internal Revenue Code of 1986, as amended.



     2.08 Company: Mylan Inc., a corporation organized and existing under the laws of the
Commonwealth of Pennsylvania, or its successor or successors.



     2.09 Election Form: The form prescribed by the Administrator on which a Participant
specifies the amount of his or her Base Compensation and Bonus Compensation to be deferred pursuant
to the provisions of Article V.



     2.10 Eligible Employee: The term, Eligible Employee, shall have the meaning given to
it in Section 3.01(b).



     2.11 Employee Deferral Award: Any non-elective deferred cash award that is designated
by the Administrator as an Employee Deferral Award and evidenced by an Employee Deferral Award
Agreement.



     2.12 Employee Deferral Award Agreement: An agreement that evidences each Employee
Deferral Award and sets forth the terms and conditions of such award, including, without
limitation, the amount of the Employee Deferral Award and the vesting schedule.



     2.13 ERISA: The Employee Retirement Income Security Act of 1974, as amended.



     2.14 Participant: Any Eligible Employee who is qualified to participate in this Plan
in accordance with Section 3.01 and who has an Account (including, as applicable, any former
employee who has an Account at the time the employee terminated employment).



     2.15 Plan: The Mylan Executive Income Deferral Plan, as set forth herein and as it
may be amended and restated from time to time.



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     2.16 Plan Year: The 12-consecutive month period beginning on January 1 and ending on
December 31.



     2.17 Qualified 401(k) Plan: The Mylan Profit Sharing 401(k) Plan, as such plan may be
amended from time to time, or any successor thereto.



     2.18 Section 409A: Section 409A of the Code and the applicable regulations and other
guidance issued thereunder.



     2.19 Separation from Service: A Participant’s separation from service with the
Company and its subsidiaries and/or affiliates which meets the requirements of Section
409A(a)(2)(A)(i) of the Code.



     2.20 Specified Employee: Any Eligible Employee or former Eligible Employee who is
determined to be a “specified employee” within the meaning of Section 409A.



     2.21 Unforeseeable Emergency: Unforeseeable Emergency shall have the meaning ascribed
to such term in Section 409A.



ARTICLE III

ELIGIBILITY AND PARTICIPATION




     3.01 Eligibility to Participate.




     (a) Only Eligible Employees shall be eligible to defer Base Compensation or Bonus
Compensation or receive Employee Deferral Awards under this Plan. During the period an
individual satisfies all of the eligibility requirements of this Section, he or she shall be
referred to as an Eligible Employee.




     (b) An Eligible Employee shall mean any employee designated by the Administrator as
eligible to participate in the Plan. Initially, an Eligible Employee is limited to an
employee who is classified by the Administrator as an officer of the Company or any of its
subsidiaries or affiliates, who maintains a position of Grade 70 or higher as defined by the
Global Human Resources Department of the Company, and who receives remuneration that is paid
in U.S. dollars from the Company’s U.S. payroll for personal services rendered in the
employment of the Company or any of its subsidiaries or affiliates. Notwithstanding the
preceding sentence, from time to time the Administrator may modify, limit or expand the
class of Eligible Employees eligible to defer hereunder, pursuant to criteria for
eligibility that need not be uniform among all or any group of Eligible Employees; provided,
that all Eligible Employees must be management or highly-compensated employees.




     (c) Each Eligible Employee shall become an active Participant on the earlier of (i) the
date an amount is first withheld from his or her compensation pursuant to an Election Form
submitted by the Eligible Employee to the Administrator in accordance



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with Section 5.01 or
(ii) the date on which an Employee Deferral Award is made to such Eligible Employee in
accordance with Section 4.01.



     3.02 Termination of Eligibility to Defer or Receive Awards.



          A Participant’s eligibility to make future deferrals under Section 5.01 or to receive future
Employee Deferral Awards shall terminate upon the date he or she ceases to be an Eligible Employee
described in Section 3.01(b). If a Participant ceases to be an Eligible Employee but remains an
Employee, the Participant shall be considered an inactive Participant in this Plan.




     3.03 Termination of Participation.



          An individual who is a Participant (whether active or inactive) under the Plan shall cease to
be a Participant on the date his or her Account is fully paid out.




ARTICLE IV

EMPLOYEE DEFERRAL AWARDS




     4.01 Employee Deferral Awards.



          The Administrator may, in its sole discretion, grant Employee Deferral Awards to Eligible
Employees, which awards shall be subject to the terms and conditions, including vesting, as
determined by the Administrator in its sole discretion at the time the Employee Deferral Award is
made and is evidenced in an Employee Deferral Award Agreement. No Eligible Employee or Participant
shall have any claim to be granted any Employee Deferral Award hereunder and there shall be no
obligation for uniformity of treatment of Eligible Employees or Participants hereunder with respect
to Employee Deferral Awards.




ARTICLE V

DEFERRAL OF COMPENSATION




     5.01 Deferral Elections.




     (a) Each Eligible Employee may make an election to defer under the Plan any whole
percentage of his or her Base Compensation (up to 50%) and/or Bonus Compensation (up to
100%) for a Plan Year in the manner described in Section 5.02. Such deferral elections, if
any, shall be in addition to (i) any amounts that may be deferred under the Qualified 401(k)
Plan and (ii) any amounts deferred by the Eligible Employee under the 401(k) Restoration
Plan for the applicable Plan Year. Any percentage of Base Compensation deferred by an
Eligible Employee for a Plan Year shall be deducted ratably over each pay period during the
Plan Year for which he or she has Base Compensation and is an Eligible Employee. The
percentage of Bonus Compensation deferred by an Eligible Employee for a Plan Year shall be
deducted from
his or her payment under the applicable compensation program at the time it would otherwise
be made.



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     (b) Notwithstanding subsection (a) above, the Administrator in its discretion may
implement rules and procedures from time to time that allow Participants: (1) to elect to
defer Base Compensation or Bonus Compensation in amounts other than whole percentages, such
as in whole dollar amounts, or (2) to specify a dollar maximum that would limit their
percentage deferral elections of Base Compensation or Bonus Compensation.



     5.02 Time and Manner of Elections.




     (a) For each Plan Year, Eligible Employees shall be permitted to defer Base
Compensation and/or Bonus Compensation. All Eligible Employees shall be offered the
opportunity to make two separate and distinct irrevocable elections; one election may be
made with respect to Base Compensation and the other may be made with respect to Bonus
Compensation. Any Eligible Employee who elects to defer Base Compensation or Bonus
Compensation under the Plan must file a completed Election Form with the Administrator by
December 31st of the year preceding the year in which the services are performed
for which the Base Compensation or Bonus Compensation is paid (or such other date
established by the Administrator in accordance with Section 409A).




     (b) To be effective, an Eligible Employee’s Election Form must set forth the percentage
of Base Compensation or Bonus Compensation to be deferred in accordance with subsection (b)
above and any other information that may be required by the Administrator from time to time.
An election shall be irrevocable once received and determined by the Administrator to be
properly completed. The Administrator may grant an extension of any election period or may
permit the complete revocation of an election, but such extension or revocation shall not
permit an election or revocation to be made after the latest time permissible for initial
deferral elections under Section 409A. Increases or decreases in the amount or percentage
of Base Compensation or Bonus Compensation a Participant elects to defer shall not be
permitted once an election has become irrevocable.




     (c) A Beneficiary shall be paid in accordance with the terms of a Participant’s
Election Form, or defaulted based on applicable State law as interpreted by the
Administrator in accordance with the terms of this Plan.



     5.03 Newly Eligible Employees.



          Notwithstanding anything to the contrary contained herein, the Administrator, acting on behalf
of the Company, may, in its discretion, permit an employee who first becomes an Eligible Employee
after the beginning of a Plan Year, and such employee is not and was not otherwise eligible to
participate in this or any other nonqualified deferred compensation plan of the Company for the
Plan Year that is required to be aggregated with the Plan for purposes of
Section 409A, to enroll in the Plan to defer Base Compensation or Bonus Compensation for that Plan
Year by filing a completed and fully executed Election Form, in accordance with Section 5.02, as
soon as administratively practicable following the date the employee becomes an




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Eligible Employee
but, in any event, within thirty (30) days after such date. Notwithstanding the foregoing, any
election by an Eligible Employee to make an election to defer Base Compensation pursuant to this
Section shall apply only with respect to Base Compensation to be earned for payroll cycles that
begin after the date on which such Election Form is filed. For this purpose, with respect to the
Bonus Compensation attributable to any annual incentive, the election will be deemed to apply to
the portion of the annual incentive paid for services performed after the Election Form is filed,
such amount to be equal to the total amount of the annual incentive for the performance period
multiplied by the ratio of the number of days remaining in the performance period for the annual
incentive after the Election Form is filed over the total number of days in the performance period.




ARTICLE VI

INTERESTS OF PARTICIPANTS




     6.01 Accounting for Participants’ Interests.




     (a) Accounts. A Participant’s deferral shall be credited to his or her Account
as soon as practicable following the date on which the compensation would have been paid to
the Participant in the absence of its deferral. A Participant’s Account is a bookkeeping
device designed to track the value of his or her deferrals (and the Company’s liability
therefor). No assets are required to be reserved or segregated in connection with any
Account, and no Account shall be insured or otherwise secured.




     (b) Account Earnings or Losses. A Participant’s Account shall be credited with
earnings and gains (and shall be debited for expenses and losses) determined as if the
amounts credited to his or her Account had actually been invested as directed by the
Participant in accordance with this Article VI. The Plan provides only for “deemed
investments,” and therefore such earnings, gains, expenses and losses are hypothetical and
not actual. However, they shall be applied to measure the value of a Participant’s Account
and the amount of the Company’s liability to make deferred payments to or on behalf of the
Participant.



     6.02 Deemed Investment Options; Account Earnings or Losses.




     Deemed Investment Options available under the Plan shall consist of some or all of
the Designated Investment Options under the Qualified 401(k) Plan that the Administrator
designates from time to time as the Deemed Investment Options; provided, however, that if
the Participant does not affirmatively elect a Deemed Investment Option, the Participant
will be deemed to have elected the default investment option that the Administrator has
designated for this purpose.



     6.03 Changes in Deemed Investment Options.




     A Participant may change the Deemed Investment Options to which amounts credited to
a Participant’s Account are deemed to be allocated on such basis as determined by the
Administrator in its sole discretion.



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     6.04 Vesting of a Participant’s Account.




     (a) Base Compensation and Bonus Compensation. A Participant’s interest in the
value of any deferrals of Base Compensation or Bonus Compensation credited to his or her
Account shall at all times be 100% vested, and shall not be forfeited as a result of his or
her Separation from Service or any other reason. However, a Participant’s right to be paid
by the Company shall remain subject to the claims of the general creditors of the Company.




     (b) Employee Deferral Awards. A Participant’s interest in the value of any
Employee Deferral Awards credited to his or her Account shall vest in accordance with the
terms set forth in the Participant’s Employee Deferral Award Agreement. Accordingly, unless
otherwise provided in a Participant’s Employee Deferral Award Agreement, the value of any
unvested Employee Deferral Awards (or any unvested portions thereof) credited to a
Participant’s Account shall be forfeited upon such Participant’s Separation from Service.




     (c) Accelerated Vesting upon a Change in Control. Unless otherwise set forth
in a Participant’s Employee Deferral Award Agreement, upon a Change in Control, a
Participant will become immediately and 100% vested in his or her Employee Deferral Award.



ARTICLE VII

DISTRIBUTIONS




     7.01 General.



          A Participant’s Account shall be distributed as provided in this Article VII. In no event
shall any portion of a Participant’s Account be distributed in any manner that is not in compliance
with Section 409A.




     7.02 Distribution Pursuant to Deferral Election.



          (a) Distribution Date. Unless distributed earlier as provided in this Plan,
distributions from a Participant’s vested Account shall be made within sixty days following the
Participant’s Separation from Service. Notwithstanding the above, if the Participant is classified
as a Specified Employee within the meaning of Section 409A at the time the individual incurs a
Separation from Service, then, to the extent necessary to avoid the imposition of additional taxes,
distributions from a Participant’s vested Account shall not be paid for six months following the
date of such Specified Employee’s Separation from Service. Any delayed payments during this
six-month period shall include any returns on Deemed Investment Options credited thereon as
described in Section 6.01.




          (b) Method of Payment. All distributions under this Plan shall be paid in cash in a
lump sum after applicable tax withholdings.




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          (c) Distributions on Death. In the event of a Participant’s death before his or her
Account has been distributed, distribution(s) shall be made to the Beneficiary (which Beneficiary
shall be designated by the Eligible Employee or otherwise follow applicable State law) in a single
lump sum cash payment within sixty (60) days after the date of death or as soon as administratively
feasible.




          (d) Distributions on Unforeseeable Emergency. In the event of an Unforeseeable
Emergency, in accordance with the requirements of Section 409A, a Participant may request a
distribution of all or any vested portion of his or her Account.




ARTICLE VIII

PLAN ADMINISTRATION




     8.01 Administrator.



          The Administrator shall be responsible for the administration of the Plan.




     8.02 Action.



          Action by the Administrator may be taken in accordance with procedures that the Administrator
adopts from time to time.




     8.03 Powers of the Administrator.



          The Administrator shall administer and manage the Plan and shall have all powers necessary to
accomplish that purpose, including (but not limited to) the following:





     (a) To exercise its discretionary authority to construe, interpret, and administer this
Plan;




     (b) To exercise its discretionary authority to make all decisions regarding
eligibility, participation and deferrals, to make allocations and determinations required by
this Plan, and to maintain records regarding Participants’ Accounts;




     (c) To compute and certify the amount and kinds of payments to Participants or their
Beneficiaries, and to determine the time and manner in which such payments are to be paid;




     (d) To authorize all disbursements by the Company pursuant to this Plan;




     (e) To maintain (or cause to be maintained) all the necessary records for
administration of this Plan;




     (f) To make and publish such rules for the regulation of this Plan as are not
inconsistent with the terms hereof;



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     (g) To establish or to change the deemed investment options or arrangements under
Article VI;




     (h) To hire agents, accountants, actuaries, consultants and legal counsel to assist in
operating and administering the Plan;




     (i) To authorize one or more of its number, or any agent, to execute or deliver any
instrument or to make any payment in its behalf.



     The Administrator’s decisions or determinations on matters under its authority shall be final
and conclusive on all parties.



     8.04 Compensation, Indemnity and Liability.



          The Administrator (and, as applicable, each member thereof) shall serve without bond and
without compensation for services hereunder. All expenses of the Plan and the Administrator shall
be paid by the Company. Neither the Administrator nor any individual(s) serving as the
Administrator shall be liable for any act or omission of any other individual(s), nor for any act
or omission on his or her own part, excepting his or her own willful misconduct. The Company shall
indemnify and hold harmless each Administrator against any and all expenses and liabilities,
including reasonable legal fees and expenses, arising out of his or her service as the
Administrator, excepting only expenses and liabilities arising out of his or her own willful
misconduct.




ARTICLE IX

CLAIMS PROCEDURES




     9.01 Claims for Benefits.



          If a claim for benefits or for participation under this Plan is denied in whole or in part, a
Participant will receive written notification. The notification will include specific reasons for
the denial, specific reference to pertinent provisions of this Plan, a description of any
additional material or information necessary to process the claim and why such material or
information is necessary, and an explanation of the claims review procedure.




     9.02 Appeals of Denied Claims.



          Within ninety (90) days after the claim is denied, a Participant (or his or her duly
authorized representative) may file a written request with the Administrator for a review of his or
her denied claim. The Participant may review pertinent documents that were used in processing his
or her claim, submit pertinent documents, and address issues and comments in writing to the
Administrator. The Administrator will notify the Participant of his or her final decision in
writing. In his or her response, the Administrator will explain the reason for the decision, with
specific references to pertinent Plan provisions on which the decision was based.




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ARTICLE X

AMENDMENT AND TERMINATION




     10.01 Amendments.



          The Administrator shall have the right in its sole discretion to amend this Plan in whole or
in part at any time and in any manner, provided that such amendments do not cause the Plan to fail
to comply with Section 409A. No Plan amendment shall reduce the amount credited to the Account of
any Participant as of the date such amendment is adopted unless consented to by such Participant.
Any amendment shall be in writing and adopted by the Administrator. All Participants and
Beneficiaries shall be bound by such amendment.




     10.02 Termination of Plan.



          The Company, acting by the Administrator or through its Board of Directors, reserves the right
to discontinue and terminate the Plan at any time, in whole or in part, for any reason, provided
that such termination is effected in compliance with Section 409A.




ARTICLE XI

MISCELLANEOUS




     11.01 Right of the Company to Take Employment Actions.



          Participation in this Plan shall not give any Participant the right to be retained in the
Company’s employ (or any right or interest in this Plan or any assets of the Company other than as
herein provided). The Company reserves the right to terminate the employment of any Participant
without any liability for any claim against the Company under this Plan, except for a claim for
payment of deferrals as provided herein.




     11.02 Unfunded Obligation of the Company.



          The benefits provided by this Plan shall be unfunded. All amounts payable under this Plan to
Participants shall be paid from the general assets of the Company. Nothing contained in this Plan
shall require the Company to set aside or hold in trust any amounts or assets for the purpose of
paying benefits to Participants. Neither a Participant, Beneficiary, nor any other person shall
have any property interest, legal or equitable, in any specific asset of the Company. This Plan
creates only a contractual obligation on the part of the Company, and the Participant shall have
the status of a general unsecured creditor of the Company with respect to amounts of
compensation deferred hereunder. Such a Participant shall not have any preference or priority
over, the rights of any other unsecured general creditor of the Company.




     11.03 Other Plans.



          This Plan shall not affect the right of any Eligible Employee or Participant to participate in
and receive benefits under and in accordance with the provisions of any other employee benefit
plans which are now or hereafter maintained by the Company or any of its




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subsidiaries and
affiliates, unless the terms of such other employee benefit plan or plans specifically provide
otherwise or it would cause such other plan to violate a requirement for tax favored treatment.




     11.04 Receipt or Release.



          Any payment to a Participant in accordance with the provisions of this Plan shall, to the
extent thereof, be in full satisfaction of all claims against the Administrator, the Company and
any of its subsidiaries and affiliates, and the Administrator may require such Participant, as a
condition precedent to such payment, to execute a receipt and release to such effect (provided
that, to the extent the Company and any of its subsidiaries or affiliates, or the Administrator
require a Participant to execute a release, the release requirement shall be structured in a manner
that complies with Section 409A).




     11.05 Successors and Assigns; Nonalienation of Benefits.



          This Plan shall inure to the benefit of and is binding upon the parties hereto and their
successors, heirs and assigns. A Participant’s rights and interest under this Plan shall not be
assigned or transferred except as otherwise provided herein, and the Participant’s rights to
benefit payments under this Plan shall not be subject to alienation, pledge or garnishment by or on
behalf of creditors (including heirs, beneficiaries, or dependents) of the Participant or of a
Beneficiary.




     11.06 Right to Withhold.



          To the extent required by law in effect at the time a distribution is made from this Plan, the
Company, its affiliates or the agents of the foregoing shall have the right to withhold or deduct
from any benefit payments any taxes required to be withheld by federal, state or local governments.




     11.07 Governing Law.



          This Plan shall be construed, administered, and governed in all respects in accordance with
applicable federal law and, to the extent not preempted by federal law, in accordance with the laws
of the Commonwealth of Pennsylvania (other than its laws relating to choice of law). If any
provisions of this instrument shall be held by a court of competent jurisdiction to be invalid or
unenforceable, the remaining provisions hereof shall continue to be fully effective.




     11.08 Severability.



          If any provision of this Plan is held unenforceable, the remainder of the Plan shall continue
in full force and effect without regard to such unenforceable provision and shall be applied as
though the unenforceable provision were not contained in the Plan.





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     11.09 Headings.



          The headings of the Articles and Sections of this Plan are for reference only. In the event
of a conflict between a heading and the contents of an Article or Section, the contents of the
Article or Section shall control.




     11.10 Gender, Tense and Examples.



          In this Plan, whenever the context so indicates, the singular or plural number and the
masculine, feminine, or neuter gender shall be deemed to include the other. Whenever an example is
provided or the text uses the term “including” followed by a specific item or items, or there is a
passage having a similar effect, such passage of the Plan shall be construed as if the phrase
“without limitation” followed such example or term (or otherwise applied to such passage in a
manner that avoids limitation on its breadth of application).




     11.11 Limitation of Liability.



          Notwithstanding any provision herein to the contrary, neither the Company nor any individual
acting as employee or agent of the Company shall be liable to any Participant, former Participant,
Beneficiary, or any other person for any claim, loss, liability or expense incurred in connection
with this Plan, unless attributable to fraud or willful misconduct on the part of the Company or
any such agent of the Company.




     11.12 Section 409A.



          The Plan is intended to comply with the applicable requirements of Section 409A, and shall be
administered in accordance with Section 409A to the extent Section 409A applies to the Plan.
Notwithstanding anything in the Plan to the contrary, elections to defer Compensation, as
applicable, to the Plan, and distributions from the Plan, may only be made in a manner and upon an
event permitted by Section 409A. To the extent that any provision of the Plan would cause a
conflict with the requirements of Section 409A, or would cause the administration of the Plan to
fail to satisfy the requirements of Section 409A, such provision shall be deemed null and void to
the extent permitted by applicable law.




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